SYSTEMS & COMPUTER TECHNOLOGY CORP
10-Q, 1995-08-11
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                 SECURITIES AND EXCHANGE COMMISSION 
                        Washington, DC  20549 
                              Form 10-Q 
 
(Mark One) 
 /X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 30, 1995 
or 

 / / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from  / /  to  / /  . 


                               0-11521 
                       (Commission File Number) 


               SYSTEMS & COMPUTER TECHNOLOGY CORPORATION 
        (Exact name of registrant as specified in its charter) 


         Delaware                                 23-1701520 
(State or other jurisdiction                   (I.R.S Employer 
 of incorporation)                          Identification Number) 


                    Great Valley Corporate Center 
                         4 Country View Road 
                    Malvern, Pennsylvania  19355 
              (Address of principal executive offices) 

  Registrant's telephone number, including area code:  (610) 647-5930 



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes /X/ No / /



Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date. 


13,956,481 Common shares, $.01 par value, as of August 4, 1995 





Page 1 of 16 consecutively numbered pages 


(PAGE) 


SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES 

INDEX 


PART I, FINANCIAL INFORMATION 

   Item 1.  Financial Statements 
      
     Condensed Consolidated Balance Sheets - 
        June 30, 1995 and September 30, 1994 

     Condensed Consolidated Statements of Operations - 
        Three Months Ended June 30, 1995 and 1994 

     Condensed Consolidated Statements of Operations - 
        Nine Months Ended June 30, 1995 and 1994 
     
     Condensed Consolidated Statements of Cash Flows - 
        Nine Months Ended June 30, 1995 and 1994 

     Notes to Condensed Consolidated Financial Statements 

   Item 2.  Management's Discussion and Analysis of 
     Operations and Financial Condition 

PART II,  OTHER INFORMATION 

      Item 6.  Exhibits and Reports on Form 8-K 

SIGNATURES 




(PAGE) 
 























(TABLE) 
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED BALANCE SHEETS 
(CAPTION) 



                                            June 30,     September 30, 
                                              1995            1994 
                                           (UNAUDITED)       (NOTE) 
(S)                                        (C)            (C) 
ASSETS 

CURRENT ASSETS 
   Cash and short-term investments         $ 19,222,000   $ 30,537,000 
   Receivables, including $41,045,000 
      and $34,640,000 of earned 
      revenues in excess of billings, 
      net of allowance for doubtful 
      accounts of $1,163,000 and 
      $1,228,000                             65,275,000     52,406,000 
   Prepaid expenses and other receivables     7,690,000      5,124,000 
                                           ------------   ------------ 
                 TOTAL CURRENT ASSETS        92,187,000     88,067,000 
                                                        
PROPERTY AND EQUIPMENT--net of 
   accumulated depreciation                  25,471,000     20,002,000 
                
CAPITALIZED COMPUTER SOFTWARE COSTS, 
   net of accumulated amortization 
                                              4,507,000      3,003,000 
COST IN EXCESS OF FAIR VALUE OF NET 
   ASSETS ACQUIRED, net of accumulated 
   amortization                               9,114,000      6,812,000 

COVENANTS-NOT-TO-COMPETE, net of  
   accumulated amortization                   1,974,000      2,541,000 
                
OTHER ASSETS AND DEFERRED CHARGES             9,677,000      8,384,000 
                                           ------------   ------------ 
                              TOTAL ASSETS $142,930,000   $128,809,000 
                                           ============   ============




(FN) 
(continued on next page .  .  .  .) 
(/FN) 
(/TABLE) 

(PAGE) 
 

 




 
(TABLE) 
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED BALANCE SHEETS 
(CAPTION) 



                                            June 30,     September 30, 
                                              1995            1994 
                                           (UNAUDITED)       (NOTE) 
(S)                                        (C)            (C) 
LIABILITIES AND STOCKHOLDERS' EQUITY 
 
CURRENT LIABILITIES  
   Accounts payable                        $  5,565,000   $  3,660,000 
   Income taxes payable                         479,000        985,000 
   Accrued expenses                          11,167,000     10,097,000 
   Deferred revenue                          11,093,000     14,086,000 
                                           ------------   ------------ 
            TOTAL CURRENT LIABILITIES        28,304,000     28,828,000 
                
LONG-TERM DEBT, less current portion         32,090,000     34,500,000 
                
STOCKHOLDERS' EQUITY  
   Preferred stock, par value $.10 per 
      share--authorized 3,000,000 shares, 
      none issued  
   Common stock, par value $.01 per share- 
      authorized 24,000,000 shares, issued 
      15,084,952 and 13,581,235 shares          151,000        136,000 
   Capital in excess of par value            56,315,000     40,869,000 
   Retained earnings                         29,067,000     27,510,000 
                                           ------------   ------------ 
                                             85,533,000     68,515,000 
Less 
   Held in treasury, 1,150,941 common 
      shares--at cost                        (2,959,000)    (2,959,000) 
   Unearned compensation                        (38,000)       (75,000) 
                                           ------------   ------------ 
                                             82,536,000     65,481,000 
                                           ------------   ------------ 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $142,930,000   $128,809,000 
                                           ============   ============ 


(FN) 
Note: The condensed consolidated balance sheet at September 30, 1994 has
been derived from the audited financial statements at that date. 

See notes to condensed consolidated financial statements. 
(/FN) 
(/TABLE) 


(PAGE) 





(TABLE) 
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  
(UNAUDITED) 
(CAPTION) 

                                            For the Three Months Ended 
                                                     June 30, 

                                                1995           1994 
(S)                                         (C)            (C) 
REVENUES: 
   OnSite services                          $17,115,000    $16,159,000 
   Software and hardware sales and services  20,240,000     13,304,000 
   Maintenance and enhancements               9,067,000      7,710,000 
   Interest and other revenue                   283,000        273,000 
                                            ------------   ------------ 
                                             46,705,000     37,446,000 

EXPENSES: 
   Cost of OnSite services                   13,293,000     12,841,000 
   Cost of software and hardware sales 
      and services and maintenance 
      and enhancements                       15,910,000     10,946,000 
   Selling, general and administrative       10,496,000      8,560,000 
   Charge for purchased 
      researh & development                   8,700,000              0 
   Interest expense                             494,000        628,000 
                                            ------------   ------------ 
                                             48,893,000     32,975,000 
                                                       
(Loss) income before income taxes            (2,188,000)     4,471,000 

Provision for federal and state 
   income taxes                               2,475,000      1,565,000 
                                            ------------   ------------ 

Net (Loss) Income                           $(4,663,000)   $ 2,906,000 
                                            ============   ============ 

Per common share: 
Net (loss) income  
   Primary                                       $(0.35)        $ 0.22 
   Fully diluted                                 $(0.35)        $ 0.21 
Common shares and equivalents outstanding 
   Primary                                   13,208,168     13,484,903 
   Fully diluted                             13,208,168     15,784,903 



(FN) 
See notes to condensed consolidated financial statements. 
(/FN) 
(/TABLE) 

(PAGE) 
 
 


(TABLE) 
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 
(UNAUDITED) 
(CAPTION) 

                                            For the Nine Months Ended 
                                                    June 30, 

                                                1995           1994 
(S)                                         (C)            (C) 
REVENUES: 
   OnSite services                          $49,846,000    $47,512,000 
   Software and hardware sales and services  51,542,000     36,873,000 
   Maintenance and enhancements              25,931,000     22,247,000 
   Interest and other revenue                 1,776,000        697,000 
                                            ------------   ------------ 
                                            129,095,000    107,329,000 

EXPENSES: 
   Cost of OnSite services                   38,803,000     37,486,000 
   Cost of software and hardware sales 
      and services and maintenance 
      and enhancements                       41,642,000     30,402,000 
   Selling, general and administrative       30,544,000     25,821,000 
   Charge for purchased 
      research & development                  8,700,000              0 
   Interest expense                           1,800,000      1,893,000 
                                            ------------   ------------ 
                                            121,489,000     95,602,000 
 
Income before income taxes                    7,606,000     11,727,000 

Provision for federal and state 
   income taxes                               6,049,000      4,032,000 
                                            ------------   ------------ 

Net Income                                  $ 1,557,000    $ 7,695,000 
                                            ============   ============ 

Per common share: 
Net income 
   Primary                                       $ 0.11         $ 0.57 
   Fully diluted                                 $ 0.11         $ 0.56 
Common shares and equivalents outstanding 
   Primary                                   13,623,718     13,404,383 
   Fully diluted                             13,705,358     15,704,383 
 



(FN) 
See notes to condensed consolidated financial statements. 
(/FN) 
(/TABLE) 

(PAGE) 



(TABLE) 
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (UNAUDITED) 
(CAPTION) 
                                              For the Nine Months Ended 
                                                       June 30, 
                                                  1995         1994 
(S)                                           (C)          (C) 
OPERATING ACTIVITIES 
Net income                                    $ 1,557,000  $ 7,695,000 
Adjustments to reconcile net income to 
  net cash (used in) operating activities: 
  Charge for purchased research development     8,700,000         - - 
  Depreciation and amortization                 6,661,000    5,231,000 
  Changes in operating assets and 
     liabilities:  
     (Increase) in receivables                (12,668,000) (10,901,000) 
     (Increase) in prepaid expenses and 
        other receivables                      (2,548,000)    (411,000) 
     (Decrease) increase in other accrued 
        expenses and liabilities                 (286,000)   1,401,000 
     (Decrease) in deferred revenue            (3,491,000)  (7,179,000) 
     Other, net                                    40,000     (316,000) 
                                              ------------ ------------ 
NET CASH (USED IN) OPERATING ACTIVITIES        (2,035,000)  (4,480,000) 

INVESTING ACTIVITIES  
Purchase of property and equipment             (7,583,000)  (3,884,000) 
Capitalized computer software costs            (2,101,000)    (850,000) 
(Increase) in short-term investments                 - -   (18,116,000) 
Proceeds from sale or maturity of  
  investments held as available for sale       14,769,000         - - 
Purchase of investments held as available  
  for sale                                     (2,228,000)        - - 
Purchase of subsidiary assets, net of cash       (892,000)        - - 
                                              ------------ ------------ 
NET CASH PROVIDED BY (USED IN) 
     INVESTING ACTIVITIES                       1,965,000  (22,850,000) 

FINANCING ACTIVITIES 
Principal payments on long-term debt             (270,000)        - - 
Proceeds from exercise of stock options         1,566,000    1,622,000 
                                              ------------ ------------ 
NET CASH PROVIDED BY FINANCING ACTIVITIES       1,296,000    1,622,000 

INCREASE(DECREASE) IN CASH & CASH EQUIVALENTS   1,226,000  (25,708,000) 
CASH & CASH EQUIVALENTS-BEGINNING OF PERIOD     7,685,000   29,522,000 
                                              ------------ ------------ 
CASH & CASH EQUIVALENTS-END OF PERIOD         $ 8,911,000  $ 3,814,000 
                                              ============ ============ 

SUPPLEMENTAL INFORMATION 
Noncash investing and financing activities: 
Conversion of subordinated debentures         $ 3,000,000         - - 
Purchase of subsidiaries--non-cash portion    $12,352,000         - - 
(FN) 
See notes to condensed consolidated financial statements. 
(/FN) 
(/TABLE) 
(PAGE) 

SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 


June 30, 1995 


The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 1O-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.  In
the opinion of management, all adjustments (consisting only of normal
recurring accruals) considered necessary for a fair presentation have
been included.  For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's
Annual Report on Form 10-K for the year ended September 30, 1994.
Operating results for the three and nine-month periods ended June 30,
1995 are not necessarily indicative of the results that may be expected
for the year ending September 30, 1995. 



NOTE A--RECLASSIFICATION 

Certain prior year information has been reclassified to conform with
current year format. 



NOTE B--CASH AND SHORT-TERM INVESTMENTS 
(TABLE) 
(CAPTION) 

                                   Jun. 30, 1995      Sep. 30, 1994 

(S)                                 (C)                (C) 
Cash and cash equivalents           $ 8,911,000        $ 7,685,000 
Short-term investments, plus 
  accrued interest of $69,000 
  and $209,000                       10,311,000         22,852,000 
                                    -----------        ----------- 
Cash and short-term investments     $19,222,000        $30,537,000 
(/TABLE) 


Cash equivalents--Cash equivalents are defined as short-term highly
liquid investments with a maturity of three months or less at the date
of purchase. 

Securities available-for-sale--Effective October 1, 1994, the Company
adopted the provisions of Statement of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," ("FAS 115").  In accordance with the provisions of FAS 115,
the Company has classified marketable equity securities and debt
securities as available-for-sale.  The available-for-sale portfolio
represents highly liquid investments available for current operations
and, accordingly, is classified as short-term investments.
Available-for-sale securities are stated at amortized cost which
approximates market. 
 
The contractual maturities of securities held at June 30, 1995, are
shown below. 


(TABLE) 
(S)                                        (C) 
Due in one year or less                    $ 7,239,000 
Due after one year through three years       3,003,000 
                                           ----------- 
                                           $10,242,000 
(/TABLE) 
 

During the nine-month period ending June 30, 1995, the gross realized
gains on sales of available-for-sale securities totaled $80,000 and
gross realized losses on sales totaled $44,000. 



NOTE C--INCOME (LOSS) PER COMMON SHARE 

Primary income (loss) per share is computed using the weighted average
number of common shares outstanding, plus, to the extent dilutive,
common stock equivalents.  If the inclusion of common stock equivalents
has an anti-dilutive effect in the aggregate, they are excluded from the
income per share calculation.  Fully diluted income per share is based
on an increased number of shares that would be outstanding assuming the
exercise of stock options when the Company's stock price at the end of
the period is higher than the average stock price within the respective
period, plus the increased number of shares that would be outstanding,
assuming conversion of the 6 1/4 % convertible subordinated debentures.
Net income used in the calculation of fully diluted income per share
is adjusted for interest expense (net of tax) on the convertible
subordinated debentures.  For the three months ended June 30, 1995 the
loss per share calculations did not include the common stock
equivalents or the effect of the convertible subordinated debentures
which were anti-dilutive.  The fully diluted income per share
calculation for the nine-month period ending June 30, 1995 did not
include the anti-dilutive effect of the convertible subordinated
debentures.



NOTE D--ACQUISITION 


On June 1, 1995, the Company acquired Adage Systems International, Inc.
(Adage), including all existing Adage software, technology and
operations for consideration of one million shares of SCT common stock
valued at approximately $10.9 million.  Adage offers a newly developed
enterprise resource planning (ERP) system to multinational users in the
manufacturing and distribution industries.  Under the terms of the
purchase agreement, the Company may be required to pay additional
consideration in either additional shares of common stock or a
combination of additional shares of common stock and cash, in the event
that the market price of the common stock approximately five years after
the closing is lower than a base price.  The base price may not be lower
than $15 or higher than $50, and will be determined pursuant to a
formula tied to the pretax profits of Adage during the five-year period
commencing October 1, 1995.  Certain future payments would result in an
adjustment to the purchase price.  In conjunction with the acquisition,
which was accounted for as a purchase, the Company recorded a
non-recurring charge to operations of $8.7 million for in-process
research and development at the time of the acquisition.  In addition,
the Company charged approximately $1.3 million to the cost of the
acquisition for incremental costs including professional fees and other
costs directly related to the acquisition.  The purchase price was
allocated as follows: 
             
(TABLE) 

     (S)                                            (C)
     Purchased software                             $ 2,800,000 
     Purchased research and development               8,700,000 
     Cost in excess of fair value of 
       assets acquired                                2,648,000 
     Deferred taxes                                  (1,176,000) 
     Fair value of net deficit acquired                (746,000) 
                                                    ------------ 

     Total purchase price                           $12,226,000 

(/TABLE) 


The pro forma results of operations, assuming the acquisition was made
at the beginning of each period presented, are not materially different
from historical results. 



NOTE E--OTHER 

Product development expenses (which are included in cost of software and
hardware sales and services and maintenance and enhancements), not
capitalized, aggregated $7,124,000 and $5,643,000 in the nine-month
periods ended June 30, 1995 and 1994, respectively. 




(PAGE) 
 













MANAGEMENT'S DISCUSSION AND ANALYSIS 
OF OPERATIONS AND FINANCIAL CONDITION 
RESULTS OF OPERATIONS 
(TABLE) 
The following table sets forth: (a) income statement items as a
percentage of total revenues and (b) the percentage change for each item
from the prior-year comparative period. 
(CAPTION) 
                            % of Total Revenues       % Change from 
                                                        Prior Year 
                           Three Mos.  Nine Mos. 
                             Ended       Ended    Three Mos.  Nine Mos. 
                            June 30,   June 30,     Ended      Ended 
                           1995 1994  1995 1994    June 30    June 30 
(S)                        (C)  (C)   (C)  (C)     (C)         (C) 
REVENUES 
OnSite services             37%  43%   39%  44%        6%         5% 
Software and hardware 
  sales and services        43%  35%   40%  34%       52%        40% 
Maintenance & enhancements  19%  21%   20%  21%       18%        17% 
Interest and other revenue   1%   1%    1%   1%        4%       155% 
                           ---- ----  ---- ---- 
Total                      100% 100%  100% 100%       25%        20% 
 
EXPENSES 
Cost of services, sales 
  and maintenance & 
  enhancements *            63%  63%   62%  63%       23%        19% 
Selling, general and 
  administrative *          22%  23%   24%  24%       23%        18% 
Charge for purchased  
  research and development  19%   0%    7%   0%        --         -- 
Interest expense             1%   2%    1%   2%     (21)%       (5)% 
(Loss) income before  
  income taxes               --  12%    6%  11%    (149)%      (35)% 
(/TABLE) 

The following table sets forth the gross profit for each of the
following revenue categories as a percentage of revenue for each such
category and the total gross profit as a percentage of total revenue
(excluding interest and other revenue).  The Company does not separately
present the cost of maintenance and enhancements revenue as it is
impracticable to separate such cost from the cost of software and
hardware sales and services. 
(TABLE) 
(CAPTION) 
                                        Three Months       Nine Months 
                                           Ended              Ended 
                                          June 30,           June 30, 
                                        1995   1994        1995  1994 
(S)                                      (C)    (C)         (C)  (C) 
GROSS PROFIT * 
   OnSite services                       22%    21%         22%   21% 
   Software and hardware sales 
      and services and maintenance 
      and enhancements                   46%    48%         46%   49% 
TOTAL                                    37%    36%         37%   36% 
(/TABLE) 
*  Reclassified to conform to current year format. 
(PAGE) 
 
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONT.)


Revenues 

The 52% and 40% increases in software and hardware sales and services
revenue in the third quarter and the first nine months of fiscal year
1995 are attributable to an increased level of business in the US and
international utilities markets and the higher education market.

The maintenance and enhancements revenue increases of 18% and 17% in the
three and nine-month periods ending June 30, 1995 over the prior year
periods are the result of continued high annual renewal rates and a
growing installed base of clients, primarily in the higher education
market.

The increase in interest and other revenue in the nine-month period
ending June 30, 1995 is primarily attributable to a second quarter
$550,000 gain on the sale of an inactive product line. 


Selling, General and Administrative Expenses 

Selling, general and administrative expenses increased 23% and 16% in
the third quarter and first nine months of fiscal 1995, due to
continued increases in sales and marketing efforts. 

                                            
Acquired Research and Development 

Acquired research and development costs were purchased pursuant to the
Company's acquisition of Adage and charged to expense at the
acquisition date.  These costs represent the estimated fair value of
specifically identified projects under development which did not meet
the applicable accounting criteria for capitalization. 


Income Taxes 

The provision for income taxes differs from the amount computed by
applying the statutory income tax rate to income before income taxes
as follows: 
(TABLE) 
(CAPTION) 
                                            Three Mos.      Nine Mos. 
                                               Ended          Ended 
                                           June 30, 1995  June 30, 1995 

(S)                                         (C)            (C) 
(Benefit) Provision computed 
   at statutory rate                        $ (766,000)    $2,662,000 
Non-deductible charge for purchased 
   research and development                  3,045,000      3,045,000 
Effect of state income tax                     526,000        944,000 
Research and development tax credit           (256,000)      (635,000) 
Other                                          (74,000)        33,000 
                                            -----------    ----------- 
                                            $2,475,000     $6,049,000 
(/TABLE) 


The provisions for income taxes for the three and nine-month periods
ending June 30, 1995 and 1994 relate primarily to current income taxes
payable.  The increases in the provision for income taxes in the current
periods compared with prior-year periods are primarily the result of a
higher relative amount of research and development tax credits used in
the fiscal 1994 periods versus current periods.



LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION 
  
The Company's cash and short-term investments balances were $19.2
million and $30.5 million at June 30, 1995 and September 30, 1994,
respectively.  The Company has a $20 million credit facility available
for general corporate purposes which expires in June 1996 with optional
annual extensions.  At June 30, 1995, there were no borrowings
outstanding.  As long as borrowings are outstanding and as a condition
precedent to new borrowings, the Company must comply with certain
covenants, and the Company is prohibited from paying any dividends other
than stock dividends. 

At June 30, 1995, the Company had outstanding $31.5 million of
convertible subordinated debentures bearing interest at 6 1/4% and
maturing on September 1, 2003.  The debentures are convertible into
common stock of the Company any time prior to redemption or maturity at
a conversion price of $15 per share, subject to adjustment in certain
events.  The debentures are redeemable at any time after September 10,
1996 at prices decreasing from 104.2% of the principal amount at
September 1, 1996 to par on September 1, 2002.  During the quarter ended
March 31, 1995, $3 million of the convertible subordinated debentures
were converted into 200,000 shares of common stock. 

Effective October 1, 1994, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," ("FAS 115").  FAS
115 requires the Company to classify as available-for-sale and carry at
fair value all debt securities for which the Company does not have the
positive intent and ability to hold to maturity. 

The Company believes that its cash and cash equivalents, short-term
investments, and borrowing arrangements, together with net cash provided
by continuing operations, should satisfy its needs for the foreseeable
future. 

During the first nine months of 1995 the increase in receivables is due
to increases in revenues and the timing of billings on the Company's
software services contracts and software products.  Property and
equipment balances at June 30, 1995 increased compared with September
30, 1994 as the result of the construction of a new office building in
Columbia, SC and improvements to an office building, purchased in
fiscal year 1994, in Malvern, PA. 

In December 1994, the Company acquired the IntelliSource Software Group,
a division of the privately-held Management Analysis Company.
IntelliSource Software Group products serve the utility market.  The
Company will pay a purchase price of $1.2 million in increments over a
four-year period with additional payments contingent upon performance. 
  
Numerous factors could affect the Company's future operating results,
including general economic conditions, continued market acceptance of
the Company's products, and competitive pressures.  Future revenue
growth and operating results are in part dependent upon accelerated
license fee revenue and related services growth from the Company's
international operations. 

The Company's ability to sustain growth depends in part on the timely
development or acquisition of successful new and updated products.  The
Company is investing in the development of new products and in
improvements to existing products.  The Company has new products in
development for the utility and local government markets, as well as the
manufacturing and distribution industries.  The costs of such products
have been capitalized. 







(PAGE) 































                                   






SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES 

PART II 


Item 6(b).   Reports on Form 8-K 


The registrant filed a current report on Form 8-K dated May 12, 1995.
Under Item 5, the registrant reported entering into an Agreement and
Plan of Merger and Reorganization with Adage Systems International, Inc.
(Adage), which provided for the acquistion by the registrant of all of
the Adage common stock.

The registrant filed a current report on Form 8-K dated June 1, 1995.
Under Item 5, the registrant reported that the acquisition of Adage
Systems International, Inc. (Adage) was completed as of June 1, 1995.
The consideration consisted of 1,000,000 shares of common stock ("Commom
Stock") of the registrant.  In addition, the registrant will be required
to pay additional consideration to the shareholders of Adage, in either
additional shares of Common Stock or a combination of additional shares
of Common Stock and cash, in the event that the market price of the
Common Stock approximately five years after the closing is lower than a
base price.  







(PAGE) 




























SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES 



SIGNATURES 


     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized. 


                      SYSTEMS & COMPUTER TECHNOLOGY CORPORATION 
                                     (Registrant) 


Date:  08/14/95       /s/ 
                      _____________________________________ 
                      Eric Haskell  
                      Senior Vice President, Finance and Administration, 
                      Treasurer and Chief Financial Officer 





(PAGE) 


EXHIBIT 11 -- STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS 
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES 
<TABLE> 
<CAPTION> 
                                Three mos. ended       Nine mos. ended 
                                    June 30,               June 30, 
                                 1995     1994          1995     1994 
                                (In Thousands, except per-share data) 
<S>                            <C>       <C>         <C>       <C>
PRIMARY 
 
Average shares outstanding      13,208    12,379      12,769    12,310 
 
Net effect of dilutive stock 
   options-based on the 
   treasury stock method 
   using average market price        0     1,106         855     1,095 
                               --------  --------    --------  -------- 
Total                           13,208    13,485      13,624    13,405 
                               ========  ========    ========  ======== 

 
Net (loss) income              $(4,663)  $ 2,906     $ 1,557   $ 7,695 
 
Net income (loss) per share     $(0.35)    $0.22       $0.11     $0.57 
                               ========  ========    ========  ======== 


FULLY DILUTED 
 
Average shares outstanding      13,208    12,379      12,769    12,310 
 
Net effect of dilutive stock 
   options-based on the 
   treasury stock method 
   using the end of period 
   market price, if higher 
   than average market price         0     1,106         936     1,095 
 
Assumed conversion of 6 1/4 % 
   convertible subordinated 
   debentures                        0     2,300           0     2,300 
                               --------  --------    --------  -------- 
Total                           13,208    15,785      13,705    15,705 
                               ======== ========     ========  ======== 

 
Net (loss) Income              $(4,663)  $ 2,906     $ 1,557   $ 7,695 
 
Add 6 1/4 % convertible 
   subordinated debenture 
   interest, net of federal 
   income tax effect                 0       377           0     1,145 
                               --------  --------    --------  -------- 
Net (loss) income, as adjusted $(4,663)  $ 3,283     $ 1,557   $ 8,840 

Net (loss) income per share     $(0.35)    $0.21       $0.11     $0.56 
                               ========  ========    ========  ======== 
</TABLE> 
 
                                              


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
June 30, 1995 financial statements and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0000707606
<NAME> SYSTEMS & COMPUTER TECHNOLOGY CORP.
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                      19,222,000
<SECURITIES>                                         0
<RECEIVABLES>                               66,438,000
<ALLOWANCES>                                 1,163,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                            92,187,000
<PP&E>                                      39,866,000
<DEPRECIATION>                              14,395,000
<TOTAL-ASSETS>                             142,930,000
<CURRENT-LIABILITIES>                       28,304,000
<BONDS>                                     32,090,000
<COMMON>                                       151,000
                                0
                                          0
<OTHER-SE>                                  82,385,000
<TOTAL-LIABILITY-AND-EQUITY>               142,930,000
<SALES>                                    127,319,000
<TOTAL-REVENUES>                           129,095,000
<CGS>                                       80,445,000
<TOTAL-COSTS>                              119,689,000
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           1,800,000
<INCOME-PRETAX>                              7,606,000
<INCOME-TAX>                                 6,049,000
<INCOME-CONTINUING>                          1,557,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,557,000
<EPS-PRIMARY>                                     0.11
<EPS-DILUTED>                                     0.11
        

</TABLE>


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